Common use of Matters Requiring Board Approval Clause in Contracts

Matters Requiring Board Approval. So long as any shares of the Company’s Preferred Stock remain outstanding, the Company shall not, without first obtaining the approval of the board of directors of the Company: (a) make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make any loan or advance to any person, including, any employee or director, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the board of directors of the Company; (c) guarantee any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment other than investments in prime commercial paper, money market funds, certificates of deposit in any United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed by the United States of America, in each case having a maturity not in excess of two years; (e) incur any aggregate indebtedness in excess of $100,000 that is not already included in a budget approved by the board of directors of the Company, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to any transaction with any director, officer or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person; (g) change the principal business of the Company, enter new lines of business, or exit the current line of business; (h) sell, transfer, license as licensor, pledge or encumber technology or intellectual property, other than licenses granted in the ordinary course of business; (i) make any capital expenditure in excess of $50,000 (individually, or in the aggregate, for a series of related capital expenditures); (j) commit the Company to enter into a joint venture, license agreement, or exclusive marketing or other distribution agreement with respect to the Company’s products; or (k) hire, fire, or change the compensation of the executive officers, including approving options plans or grants.

Matters Requiring Board Approval. So long as any shares The Company hereby covenants and agrees with each of the Company’s Preferred Stock remain outstanding, the Company Investors that it shall not, without first obtaining the approval of the board Board of directors Directors, including the affirmative approval of the CompanyPreferred Stock Director then in office, if any: (a) make make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, partnership or other entity unless it is wholly owned by the Company; (b) make make, or permit any subsidiary to make, any loan or advance to any personPerson, including, without limitation, any employee or directordirector of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the board Board of directors of the CompanyDirectors; (c) guarantee guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment other than investments in prime commercial paper, money market funds, certificates of deposit in inconsistent with any United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed investment policy approved by the United States Board of America, in each case having a maturity not in excess of two yearsDirectors; (e) incur any aggregate indebtedness in excess of $100,000 that is not already included in a budget approved by the board Board of directors of the CompanyDirectors, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to any transaction with any director, officer or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such personPerson, including, without limitation, any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, except for transactions contemplated by this Agreement or the Purchase Agreements and except for transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the Board of Directors; (g) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (h) change the principal business of the Company, enter new lines of business, business or exit the current line of business;; or (hi) sell, transfer, license as licensorassign, license, pledge or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; (i) make any capital expenditure in excess of $50,000 (individually, or in the aggregate, for a series of related capital expenditures); (j) commit the Company to enter into a joint venture, license agreement, or exclusive marketing or other distribution agreement with respect to the Company’s products; or (k) hire, fire, or change the compensation of the executive officers, including approving options plans or grants.

Matters Requiring Board Approval. So long as any shares the holders of the Company’s Preferred Stock remain outstandingare entitled to elect a Series A Director, the Company hereby covenants and agrees with each of the Investors that it shall not, without first obtaining the approval of the board Board of directors of the CompanyDirectors: (a) make make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, partnership or other entity unless it is wholly owned by the Company; (b) make make, or permit any subsidiary to make, any loan or advance to any personPerson, including, without limitation, any employee or directordirector of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock equity incentive plan or option plan other compensatory arrangement approved by the board Board of directors of the CompanyDirectors; (c) guarantee guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment other than investments in prime commercial paper, money market funds, certificates of deposit in inconsistent with any United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed investment policy approved by the United States Board of America, in each case having a maturity not in excess of two yearsDirectors; (e) incur any aggregate indebtedness in excess of $100,000 that is not already included in a budget approved by the board Board of directors of the CompanyDirectors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any director, officer officer, or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such personPerson, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event (as defined in the Certificate), except for transactions contemplated by the Transaction Agreements (as defined in the 2020 Purchase Agreement); transactions resulting in payments to or by the Company in an aggregate amount less than $100,000 per year; or transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by the Board of Directors; (g) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (h) change the principal business of the Company, enter new lines of business, or exit the current line of business; (hi) sell, transferassign, license as licensorlicense, pledge pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; (i) make any capital expenditure in excess of $50,000 (individually, or in the aggregate, for a series of related capital expenditures);; or (j) commit enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company to enter into a joint venture, license agreement, or exclusive marketing or other distribution agreement with respect to the Company’s products; or (k) hire, fire, Company of money or change the compensation of the executive officers, including approving options plans or grantsassets greater than $100,000.

Matters Requiring Board Approval. So long as any shares The Corporation hereby covenants and agrees with each of the Company’s Preferred Stock remain outstanding, the Company Stockholders that it shall not, without first obtaining the approval of the board of directors a majority of the CompanyBoard of Directors which approval shall require the affirmative vote of at least three directors who are designees of DTV Holding: (a) make permit any loan or advance to, or Subsidiary to own any stock or other securities of, any subsidiary Subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the CompanyCorporation; (b) make make, or permit any Subsidiary to make, any loan or advance to any personPerson, including, without limitation, any employee or director, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the board of directors director of the CompanyCorporation or any Subsidiary or guaranty the payment obligations of the Corporation, any employee or director of the Corporation or any third party; (c) guarantee incur or permit any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment other than investments in prime commercial paper, money market funds, certificates of deposit in any United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed by the United States of America, in each case having a maturity not in excess of two years; (e) Subsidiary to incur any aggregate indebtedness in excess of $100,000 that is not already included in a budget approved by the board Board of directors Directors; (d) hire, terminate, or award, or change the, compensation of the Company(i) executive officers, other than trade credit incurred or (ii) any consultant or any employee whose annual compensation is in excess of $50,000, including approving any bonuses, option grants or stock awards to such executive officers, consultants and employees; (e) change the ordinary course principal business of the Corporation or enter into new lines of business or exit the current lines of business; (f) enter into or effect any transaction or series of related transactions involving the purchase, lease, license, exchange or other acquisition (including by merger, consolidation, acquisition of stock or acquisition of assets) by the Corporation of any assets (including FCC Licenses) and/or equity interests of any Person; (g) enter into or effect any transaction or series of related transactions involving the sale, lease, license, exchange or other disposition (including by merger, consolidation, sale of stock or sale of assets) by the Corporation of any assets (including FCC Licenses); (h) enter into or amend any material term of (i) any employment agreement or arrangement with any senior employee or (ii) any benefit, severance, bonus, management equity or other similar plan; (i) settle any lawsuit, action, dispute or other proceeding or otherwise assume any liability or agree to the provision of any equitable relief by the Corporation; (j) appoint or remove (with or without cause) any officer; (k) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Corporation or to the Corporation of money or assets greater than $50,000; (l) approve the annual business plan and operating budget of the Corporation; (m) liquidate, dissolve or wind-up the business and affairs of the Corporation or any Subsidiary, effect any merger, consolidation, recapitalization, reorganization or similar transaction involving the Corporation or any Subsidiary, effect any Deemed Liquidation Event, or consent to any of the foregoing; (n) create, or authorize the creation or issuance of, or issue or obligate itself to issue shares (either directly or by a Subsidiary) of, any additional class or series of capital stock or shares of such a class or series; (o) create, or authorize the creation of, or issue any security convertible into or exercisable for any equity security of the Corporation or a Subsidiary; (p) incur any debt, create, or authorize the creation of, or issue, or authorize the issuance of any debt security, or guaranty the payment obligations of any debt or any debt security of a third party, or permit a Subsidiary to incur any debt, create, or authorize the creation of any debt security or guaranty the payment obligations of any debt or any debt security of any third party, or permit any Subsidiary to take any such action with respect to any debt security or any debt except as permitted pursuant to the Amended and Restated Secured Note dated as of December 23, 2016 from the Corporation to an Affiliate of DTV Holding, the Secured Note dated as of June 27, 2017 from the Corporation to Great American Insurance Company and the Secured Note dated as of June 27, 2017 from the Corporation to Great American Life Insurance Company; (q) effect, or permit any Subsidiary to effect, any acquisition of the capital stock of another entity or acquire, permit any Subsidiary to acquire, all or substantially all of the assets of another entity or make, or permit any Subsidiary to make, any advance or loan to another entity or to an Affiliate of the Corporation; (r) otherwise enter into, be a party to, amend, modify or supplement, or permit any Subsidiary to enter into, be a party to, amend, modify or supplement, any transaction agreement, transaction, commitment or arrangement with any director, officer officer, employee or employee Affiliate of the Company Corporation or any Subsidiary or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such personPerson, or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such Person or individual owns a material interest; (gs) change the principal business of the Companydirectly or indirectly, enter new lines of businesspurchase, exchange, redeem or exit the current line of businessdeclare or pay any dividend on any capital stock; (ht) sell, transfer, license as licensor, pledge increase or encumber technology or intellectual property, other than licenses granted in decrease the ordinary course authorized number of businessdirectors constituting the Board of Directors; (iu) effect a Stock Sale to which the Corporation is a party; (v) amend, modify or waive any provision of any stock option plan or equity incentive plan of the Corporation or a Subsidiary, or create a new stock option plan or equity incentive plan of the Corporation or any Subsidiary; (w) form, create or organize a Subsidiary or sell or enter into an agreement to sell the shares of any Subsidiary; (x) acquire or enter into, or permit any Subsidiary to acquire or enter into, any interest in any company or business (whether by a purchase of assets, purchase of stock, merger or otherwise), or any joint venture or guarantee of any obligation or sell all or substantially all of its assets; (y) make any capital expenditure in excess of $50,000 (individually, or in the aggregate, for a series of related capital expenditures); (j) commit the Company to enter into a joint venture, license agreement, or exclusive marketing or other distribution agreement with respect amendment to the Company’s productsCorporation's Certificate of Incorporation or the Corporation's bylaws or file any certificate of designations with the Delaware Secretary of State; or (kz) hire, fire, or change the compensation of the executive officers, including approving options plans or grantsamend this Agreement.

Matters Requiring Board Approval. So long as any shares of the Company’s Preferred Stock remain outstanding, the Company shall not, without first obtaining the approval of the board of directors of the Company: (a) make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make any loan or advance to any person, including, any employee or director, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the board of directors of the Company; (c) guarantee any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment other than investments in prime commercial paper, money market funds, certificates of deposit in any United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed by the United States of America, in each case having a maturity not in excess of two years; (e) incur any aggregate indebtedness in excess of $100,000 that is not already included in a budget approved by the board of directors of the Company, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to any transaction with any director, officer or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person; (g) change the principal business of the Company, enter new lines of business, or exit the current line of business; (h) sell, transfer, license as licensor, pledge or encumber technology or intellectual property, other than licenses granted in the ordinary course of business; (i) make any capital expenditure in excess of $50,000 150,000 (individually, or in the aggregate, for a series of related capital expenditures); (j) commit the Company to enter into a joint venture, license agreement, or exclusive marketing or other distribution agreement with respect to the Company’s products; or (k) hire, fire, or change the compensation of the executive officers, including approving options plans or grants.

Matters Requiring Board Approval. So long as any shares of Subject to the Company’s Preferred Stock remain outstandingrequirements under the Act, the Company following matters shall not, without first obtaining only be carried out with the approval of the board of directors of the CompanyBoard: (a) make any loan altering, changing or advance to, amending the Articles or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by Notice of Articles of the Company; (b) make any loan single or advance to any person, including, any employee or director, except advances and similar series of related expenditures in excess of $25,000 (Twenty-five thousand dollars) where such expenditures are not set out in an operating expenditure budget of the ordinary course of business or under the terms of an employee stock or option plan Company approved by the board of directors of the CompanyBoard; (c) guarantee the hiring of any indebtedness except for trade accounts employee or the engagement of any contractor at the Company vice-president level (or any subsidiary arising in the ordinary course of businessequivalent) or higher or whose compensation exceeds $150,000 (One-hundred and fifty thousand dollars) per annum; (d) make carry on any investment business other than investments in prime commercial paper, money market funds, certificates of deposit the existing business or change in any United States bank having a net worth material aspect of the business of the Company or the manner in excess of $100,000,000 or obligations issued or guaranteed by which the United States of America, in each case having a maturity not in excess of two yearssame is carried on; (e) incur incorporate, create, or acquire any aggregate indebtedness in excess of $100,000 entity that is not already included in would be an affiliate or a budget approved by the board of directors of the Company, other than trade credit incurred in the ordinary course of businessSubsidiary; (f) enter purchase for cancellation, redeem or acquire any securities, securities convertible or exchangeable into or be a party to exercisable for any transaction with any director, officer or employee securities of the Company or make a declaration or payment of dividends or distribute any “associate” surplus on earnings on any Shares of the Company, unless: (as defined in Rule 12b-2 promulgated i) required under the Exchange Actrights, privileges, restrictions and conditions attached to Shares as at the date of this Agreement; (ii) pursuant to a pre-existing agreement providing for the repurchase of any such personEquity Securities upon termination of services, including, without limitation; or (iii) authorized pursuant to the terms of the Stock Option Plan approved by the Board; (g) change the principal business sale, lease, exchange, mortgage or other disposition by the Company of any copyrights, patents, trade-marks, trade secrets, processes, licences, distribution rights or other industrial or intellectual property right outside of the ordinary course of the Company, enter new lines of business, or exit the current line of ’s business; (h) sellany acquisition of or agreement by the Company to acquire any capital asset, transferany lease or agreement to lease of real or personal property or any acquisition or agreement to acquire property by way of conditional sale agreement or purchase money security interest, license as licensor(i) having a value in excess, pledge or encumber technology or intellectual propertyin aggregate, other than licenses granted of 10% of the operating budget in any fiscal year and which is not provided for in the ordinary course of capital budget, or (ii) which do not relate directly to the Company’s business; (i) make any capital expenditure change in salaries, bonuses, fees, benefits or any other payments to key management at the highest level of the Company’s compensation structure in excess of $50,000 (individually, or in the aggregate, for a series of related capital expenditures)25% per annum; (j) commit the establishment or amendment of any Stock Option Plan involving directly or indirectly the issuance or the commitment to issue shares in the capital of the Company to enter Directors, officer, consultant or employees whether directly or by the exercise of an option, warrant or right or by the conversion of some other security; (k) any contract, agreement or other transaction with, or any obligation or liability to, any Shareholder or any Person not at Arm’s Length with such Shareholder which directly or indirectly provides to such Shareholder or Person any benefit or advantage greater than fair market value; (l) the incurrence (whether absolutely or contingently) of indebtedness (whether directly or by financing lease or other indirect financing arrangements) in respect of any transaction or series of transactions, other than as contemplated by an approved and current capital and operating budget for the Company; (m) the lending of money by the Company or the incurrence of any guarantee or indemnity obligations thereby; (n) borrowing by the Company in excess of $25,000 (Twenty-five thousand dollars) or grant security over any of assets of the Company or incur debt in excess of $25,000 (Twenty-five thousand dollars); (o) amalgamation, consolidation, merger or entering into an agreement to amalgamate, consolidate or merge the Company or its Subsidiaries with any Person which has the effect, directly or indirectly, of Transferring Control of the Company or the Company's assets to another Person; (p) entering into a joint venture, license agreement, or exclusive marketing or other distribution agreement with respect to the Company’s productsnon-Arm's-Length transaction; (q) repayment of any shareholder loans; or (kr) hire, fire, or change entering into any agreement to effect the compensation of the executive officers, including approving options plans or grantsmatters set forth in this Section 3.4.

Matters Requiring Board Approval. So long as any shares The Company hereby covenants and agrees with each of the Company’s Preferred Stock remain outstanding, the Company Investors that it shall not, without first obtaining the approval of the board Board of directors of the CompanyDirectors: (a) make make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make make, or permit any subsidiary to make, any loan or advance to any personPerson, including, without limitation, any employee or directordirector of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the board Board of directors of the CompanyDirectors; (c) guarantee guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment other than investments in prime commercial paper, money market funds, certificates of deposit in inconsistent with any United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed investment policy approved by the United States Board of America, in each case having a maturity not in excess of two yearsDirectors; (e) incur any aggregate indebtedness in excess of $100,000 that is not already included in a budget approved by the board Board of directors of the CompanyDirectors, other than trade credit incurred in the ordinary course of business; (f) enter into an agreement or be a party to any transaction with any directoraffiliate, officer officer, director or employee stockholder (or their relatives) of the Company in excess of $50,000 other than agreements or transactions with any “associate” (as defined wholly-owned subsidiary of the Company in Rule 12b-2 promulgated under the Exchange Act) ordinary course of any such personbusiness; (g) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (h) change the principal business of the Company, enter new lines of business, or exit the current line of business; (hi) sell, transferassign, license as licensorlicense, pledge pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; (i) make any capital expenditure in excess of $50,000 (individually, or in the aggregate, for a series of related capital expenditures);; or (j) commit enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company to enter into a joint venture, license agreement, or exclusive marketing or other distribution agreement with respect to the Company’s products; or (k) hire, fire, Company of money or change the compensation of the executive officers, including approving options plans or grantsassets greater than $150,000.

Matters Requiring Board Approval. So long as any shares of the Company’s Preferred Stock remain outstanding, the The Company hereby covenants and agrees that it shall not, without first obtaining the approval of the board of directors a majority of the Companymembers of the Board of Directors, including the Series A-1 Director Approval: (a) make make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make create or hold capital stock in any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by the Company, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of the Company, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or related transactions) of all or substantially all of the assets of such subsidiary; (c) make, or permit any subsidiary to make, any loan or advance to any personPerson, including, without limitation, any employee or directordirector of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an the Plan or any other employee stock or option plan approved by the board of directors a majority of the Companymembers of the Board of Directors, including the Series A-1 Director Approval; (cd) guarantee guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness for borrowed money, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make , or guarantee, create or authorize the creation of, or issue, or authorize the issuance of any investment other than investments in prime commercial paper, money market funds, certificates of deposit in any United States bank having a net worth debt security in excess of $100,000,000 250,000 in the aggregate that has not previously been approved by a majority of the members of the Board of Directors, including the Series A-1 Director Approval, other than trade credit incurred in the ordinary course of business, or obligations issued or guaranteed by the United States of America, in each case having a maturity not in excess of two yearspermit any subsidiary to take any such action with respect to any such debt security; (e) make any investment inconsistent with any investment policy approved by a majority of the members of the Board of Directors, including the Series A-1 Director Approval; (f) incur any aggregate indebtedness for borrowed money in excess of $100,000 250,000 in the aggregate that is has not already included in a budget previously been approved by the board of directors a majority of the Companymembers of the Board of Directors, including the Series A-1 Director Approval, other than trade credit incurred in the ordinary course of business; (fg) otherwise enter into or be a party to any transaction with any director, officer officer, or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person; (g) change Person, except for transactions contemplated by or described in this Agreement, and the principal Purchase Agreement, or transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the members of the Board of Directors, enter new lines of business, or exit including the current line of businessSeries A-1 Director Approval; (h) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (i) sell, transferassign, license as licensorlicense, pledge pledge, or encumber any material technology or intellectual propertyproperty of the Company, other than licenses granted in the ordinary course of business; (ij) enter into a corporate strategic relationship, joint venture, partnership or like transaction with any Person involving the payment, contribution, or assignment by the Company or to the Company of money or assets greater than $250,000; (k) file any registration statement under the 1933 Act, as amended or under the 1934 Act, or otherwise offer shares of the Company’s capital stock to the public; (l) acquire (by merger, consolidation, or acquisition of stock or assets) any company, corporation, partnership or other business organization or division thereof, or any material assets; (m) divest the Company of any subsidiary, any line of business or any material assets; (n) materially change the general nature of the Company’s business; (o) make any capital expenditure change in excess of $50,000 (individually, or in the aggregate, for a series of related capital expenditures); (j) commit the Company to enter into a joint venture, license agreement, or exclusive marketing or other distribution agreement with respect to the Company’s productsauditors; or (kp) hire(i) amend any of the agreements referenced in Section 5.2 to carveout any intellectual property from the assignment of newly-created intellectual property under such agreement or to modify the nondisclosure, firenonsolicitation or noncompetition obligations under such agreement or (ii) amend, modify, terminate, waive, or change otherwise alter, in whole or in part, any employment agreement between the compensation of the executive officers, including approving options plans or grantsCompany and any employee.